Common use of Inapplicability of Anti-takeover Statutes Clause in Contracts

Inapplicability of Anti-takeover Statutes. The board of directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Clinical Data Inc), Agreement of Merger (GoRemote Internet Communications, Inc.), Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc)

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Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (OvaScience, Inc.), Agreement and Plan of Merger and Reorganization (Synta Pharmaceuticals Corp), Agreement and Plan of Merger (Targacept Inc)

Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Innovate and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Innovate Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Innovate Voting Agreements or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Innovate Biopharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Innovate Biopharmaceuticals, Inc.)

Inapplicability of Anti-takeover Statutes. The board of directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, are inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Zilog Inc), Agreement and Plan of Merger (Ixys Corp /De/)

Inapplicability of Anti-takeover Statutes. The board Board of directors of the Company Directors has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Rae Systems Inc), Agreement and Plan of Merger (Rae Systems Inc)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has Parent and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Parent Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (MYnd Analytics, Inc.), Agreement and Plan of Merger and Reorganization (Emmaus Life Sciences, Inc.)

Inapplicability of Anti-takeover Statutes. The board of directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger I and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the MergerMerger I, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Mikohn Gaming Corp), Agreement and Plan of Merger and Reorganization (Virtgame Com Corp)

Inapplicability of Anti-takeover Statutes. The board of directors As of the date hereof and at all times on or prior to the Effective Time, the Company Board has taken and will take all actions necessary to ensure so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable in applicable to the execution, delivery and performance of this Agreement and the Voting Agreements Agreement and to the consummation of the Merger and the other Contemplated Transactionstransactions contemplated thereby. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement, the Merger or any of the other Contemplated Transactionstransactions contemplated thereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proxicom, Inc.)

Inapplicability of Anti-takeover Statutes. The board of directors of the Company Board has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Business Combination Agreement (KBL Merger Corp. Iv)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements Company Stockholder Support Agreement and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements Company Stockholder Support Agreement or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc)

Inapplicability of Anti-takeover Statutes. The board Quoin Board of directors of the Company Directors has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Quoin Stockholder Support Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Quoin Stockholder Support Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Cellect Biotechnology Ltd.)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance by the Company of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jaguar Animal Health, Inc.)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Company Stockholder Voting and Lock-up Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Company Stockholder Voting and Lock-up Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Poniard Pharmaceuticals, Inc.)

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Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Castle and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar state Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Cempra, Inc.)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tranzyme Inc)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar state Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Voting and Lock Up Agreement (Cempra, Inc.)

Inapplicability of Anti-takeover Statutes. The Intec Board of Directors and the board of directors of the Company has Merger Sub and Intec Parent have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Intec Pharma Ltd.)

Inapplicability of Anti-takeover Statutes. The board Board of directors Directors of the Company has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance by the Company of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactionstransactions contemplated hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marina Biotech, Inc.)

Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Tranzyme and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tranzyme Inc)

Inapplicability of Anti-takeover Statutes. The board Board of directors of the Company Directors has taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement applies or purports to apply to the Merger, this Agreement, the Voting Agreements Agreement or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Phoenix and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Zalicus Inc.)

Inapplicability of Anti-takeover Statutes. The board Boards of directors Directors of the Company has Talos and Merger Sub have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the Voting Agreements and to the consummation of the Merger and the other Contemplated Transactions. No other state takeover statute or similar Legal Requirement Law applies or purports to apply to the Merger, this Agreement, the Voting Agreements or any of the other Contemplated Transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Targacept Inc)

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